Early stage technology investor, NewMedia SPARK’s bid to acquire all of the outstanding shares of GlobalNetFinancial continues. NewMedia SPARK is determined to see through its bid to acquire all of the outstanding shares of struggling international financial portal, GlobalNetFinancial, in spite of a counter cash offer from Milan-listed technology group, AISoftware.
Earlier this month, Francesco Gardin, chairman of AISoftware, emerged as a counter-bidder for GlobalNet with a paper offer for the AIM and Nasdaq-listed company at 55 cents a share, trumping Spark’s agreed 36 cents a share cash bid. The merger agreement with Spark had been amended from the original agreement pursuant to which holders of GlobalNet common stock would receive 1.88 ordinary shares of SPARK and holders of GlobalNet class A common stock would receive 0.188 ordinary shares of SPARK (see evcj July/August, page 16).
According to Joel Plasco of SPARK, Gardin is now going ahead with a cash offer after AISoftware’s paper offer was rejected by GlobalNet. This is in spite of an agreement whereby AISoftware was to tender its 12.9% stake in GlobalNet to SPARK. AISoftware was required to tender all of its shares in GlobalNet had a definitive agreement for a superior transaction to Spark’s offer not been reached by August 15.
SPARK’s offer closes on August 22. If AISoftware tenders its 12.9%, SPARK will be closer to meeting its minimum tender condition of 51% and will be able to go ahead with the merger. If Gardin breaches this agreement and decides to continue with the cash offer, it could cause problems for SPARK.
Joel Plasco of SPARK says: “We will have to wait until Wednesday [August 2] to see if he (Gardin) will put the shares in as he is supposed to. It would be very disingenuous of him to try and find a way of getting out if it now.”
Plasco cannot see Gardin’s motives for acquiring GlobalNet, saying that AISoftware is a software business that has no interests in the assets that it would be acquiring from GlobalNet. He adds that Gardin has already suggested that upon acquisition of the company, he may dispose of its stake in Synaptic Systems Limited, provider of financial services product data, a company that SPARK would like to expand.
Says Plasco: “For some reason, Francesco Gardin is hell-bent on acquiring GlobalNet and is convinced we are vastly underpaying for the business. His business practices are extremely questionable.”
Through the acquisition, SPARK hopes to improve its own net asset value with access to a new portfolio of investments, which include a 5% stake in SPARK itself. Other assets that Plasco says are of particular value to SPARK is a 24% shareholding in the online financial services company EO and the 30% stake in Synaptic Systems Limited.